SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Norsat International Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

656512209

(CUSIP Number)

Privet Fund LP

Attn: Ryan Levenson

79 West Paces Ferry Road, Suite 200B

Atlanta, GA 30305

With a copy to:

Rick Miller

Bryan Cave LLP

1201 W. Peachtree St., 14th Floor

Atlanta, GA 30309

Tel: (404) 572-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 13, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 656512209 Page 2 of 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Privet Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,015,320
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,015,320

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,015,320
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4%
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 656512209 Page 3 of 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Privet Fund Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,027,170
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,027,170

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,170
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 656512209 Page 4 of 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Ryan Levenson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     United States

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,027,170
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,027,170

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,170
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6%
14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP No. 656512209 Page 5 of 6 Pages    

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on February 11, 2015, as amended on March 31, 2015, September 19, 2016, and March 17, 2017 (the “Schedule 13D”), with respect to the common stock, no par value (the “Common Stock”), of Norsat International Inc., a company incorporated under the laws of British Columbia (the “Corporation”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 13, 2017, Privet Fund Management LLC (“Privet Management”) sent a letter to the board of directors of the Corporation (the “Letter”) indicating its interest in acquiring 100% of the Common Stock not already owned by the Reporting Persons at a price of US$11.00 per share in cash pursuant to a plan of arrangement. This follows the Corporation’s announcement on March 27, 2017 that it entered into an arrangement agreement (the “Arrangement Agreement”) to be acquired by Hytera Communications Co., Ltd. for US$10.25 per share in cash. Privet Management has requested access to updated financial and legal diligence so that it can deliver a proposal to the Corporation that is deemed to be a "Superior Proposal" as defined in the Arrangement Agreement.

The Letter is non-binding and is subject to satisfactory completion of Privet Management’s due diligence review of the Corporation, the receipt of financing by Privet Management and the negotiation and execution of a mutually acceptable definitive acquisition agreement between Privet Management and the Corporation.

The foregoing summary of certain provisions of the Letter is not intended to be complete. References to the Letter in this Schedule 13D are qualified in their entirety by reference to the Letter itself, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference as if set forth in its entirety.

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

Exhibit 99.1     Indication of Interest Letter from Privet Fund Management LLC to the Board of Directors of the Corporation dated April 13, 2017

Exhibit 99.2     Cover E-mail to Dr. Amiee Chan, President and CEO of the Corporation, dated April 13, 2017, transmitting the Indication of Interest Letter

SCHEDULE 13D

CUSIP No. 656512209 Page 6 of 6 Pages    

Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  April 17, 2017	PRIVET FUND LP
	By: Privet Fund Management LLC,
	its General Partner
	By: /s/ Ryan Levenson
	Name: Ryan Levenson
	Its: Managing Member
	PRIVET FUND MANAGEMENT LLC
	By: /s/ Ryan Levenson
	Name: Ryan Levenson
	Its: Managing Member
	/s/ Ryan Levenson
	Ryan Levenson

EX-99.1

Exhibit 99.1

April 13, 2017

CONFIDENTIAL

VIA EMAIL AND FEDEX

Members of the Board of Directors
Norsat International Inc.
Attention: Dr. Amiee Chan
Director, President and Chief Executive Officer
110-4020 Viking Way

Richmond, British Columbia

V6V 2L4 Canada

Dear Amiee and Members of the Board of Directors,

Privet Fund Management LLC (“Privet”) is currently the largest shareholder of Norsat International Inc. (“Norsat” or the “Company”), owning approximately 17.6% of the total outstanding shares of the Company. Over the course of our ownership we have conducted thorough due diligence of the Company, most recently with a goal of leading a going-private transaction at an attractive price for shareholders. This undertaking has resulted in Privet submitting two publicly-disclosed indications of interest, initially at US$8.00 per share and subsequently increased to US$10.25 per share on March 17, 2017. Shortly thereafter, on March 27, 2017, the Company announced a plan of arrangement (the “Arrangement”) whereby a subsidiary of Hytera Communications Co. (“Hytera”) will acquire all of the Company’s shares for US$10.25 per share. It is noted in the announcement that the Company has been in exclusivity with Hytera during the period of our most recent offer, which did not enable the Company to deliver constructive feedback with respect to our proposal.

In light of the details relating to the announced Arrangement with Hytera, we are submitting this letter to supplement and replace our correspondence dated March 17, 2017. The following “Indication of Interest” includes a nonbinding proposal for an all-cash acquisition of Norsat by Privet or a Privet affiliate.

Transaction Overview

We have reviewed the Company’s publicly disclosed financial information, and we are prepared to pursue a plan of arrangement in which Privet, through a newly formed acquisition vehicle, would pay US$11.00 per share in cash to acquire 100% of the outstanding shares of the Company that Privet does not already own (the “Transaction”). This price is a premium to the consideration given to shareholders in the Arrangement and contemplates the full payment of the termination fee paid to Hytera when the Company’s Board of Directors changes its recommendation and terminates the Arrangement.

This non-binding Indication of Interest is contingent upon:

i. satisfactory completion of our due diligence review of the Company;

ii. the receipt of financing for the Transaction; and

1 PRIVET FUND MANAGEMENT LLC    79 WEST PACES FERRY ROAD    SUITE 200B    ATLANTA GA    30305

iii. the negotiation and execution of a mutually acceptable definitive acquisition agreement containing customary terms and conditions.

Due Diligence and Timing

In accordance with the terms of the Arrangement, we are confident that this Indication of Interest meets the standard of a bona fide offer that can reasonably be expected to result in a Superior Proposal. Accordingly, we request access to updated financial and legal diligence information (for us, our financial advisor and our prospective financing sources) so that we can be in a position to remove the diligence and financing contingencies from our proposal in a timely manner.

If you are willing to move forward with the Transaction on the terms outlined in this Indication of Interest, we are prepared to commit the resources needed to complete due diligence, finalize financing arrangements and negotiate and enter into a definitive acquisition agreement. We believe that, should we be provided access to all necessary materials, we can be in position to deliver a Superior Proposal (as defined in the Arrangement) within an expedited timeframe.

For the avoidance of doubt, no binding obligation on the part of Privet or the Company shall arise with respect to this Indication of Interest or any possible Transaction unless and until a definitive acquisition agreement satisfactory to Privet and the Company is executed and delivered.

Final Commentary

Lastly, as the Company’s largest shareholder, we would be remiss if we did not mention our disappointment in the ultimate result of the Company’s negotiations with Hytera. Although the Arrangement includes a “fiduciary out” provision enabling Norsat to accept a Superior Proposal, we do not view the financial terms of the proposed Arrangement to be in the best interests of shareholders at this time. Due to the likelihood that additional share price consideration can be received as a result of actions directly under the control of the Company and its advisors, we have substantial doubt that the proposed transaction at US$10.25 per share will be approved by the requisite number of shareholders. We believe this dynamic is vital to consider as you continue to engage with multiple parties.

We and our legal advisors are available to discuss this Indication of Interest at your convenience. Please do not hesitate to contact any of the individuals below should you need any additional information or clarification.

2 PRIVET FUND MANAGEMENT LLC    79 WEST PACES FERRY ROAD    SUITE 200B    ATLANTA GA    30305

Privet Fund Management LLC	Bryan Cave LLP
Ryan Levenson	Rick Miller
Managing Member	Partner
79 West Paces Ferry Road	1201 W. Peachtree St., NW
Suite 200-B	One Atlantic Center, 14th Floor
Atlanta, GA 30305	Atlanta, GA 30309
Telephone: 404.419.2670	Telephone: 404.572.6787
E-mail: ryanl@privetfund.com	E-mail: rick.miller@bryancave.com
	SkyLaw Professional Corporation
	Kevin R. West
	Partner
	3 Bridgman Avenue, Suite 204
	Toronto, ON Canada  M5R 3V4
	Telephone: 416.759.5299
	E-mail: kevin.west@skylaw.ca

Sincerely,

Ryan Levenson

Managing Member

Privet Fund Management LLC

3 PRIVET FUND MANAGEMENT LLC    79 WEST PACES FERRY ROAD    SUITE 200B    ATLANTA GA    30305

EX-99.2

Exhibit 99.2

From: Ryan Levenson
Sent: Thursday, April 13, 2017 4:18 PM
To: Amiee Chan <achan@norsat.com>
Subject: Privet Fund Management LLC Revised Letter of Intent

Dear Amiee,

Attached is a revised acquisition proposal that contemplates Privet acquiring Norsat for consideration of US$11.00 per share, a US$0.75 per share premium to the price contained in the current arrangement agreement entered into with Hytera Communications.  To better assist you in reviewing our proposal and reaching the conclusion that it “is, or could reasonably be expected to lead to, a Superior Proposal”, there are a few additional details we can provide. 

First, we believe our proposal as currently constituted provides a high degree of certainty of close.  We have been large investors in Norsat for more than two years and are very familiar with the Company.  We have devoted considerable time and resources to the Company and this transaction for nearly nine months and have reviewed extensive diligence information throughout this period.  We have retained Houlihan Lokey as our financial advisor to assist in our diligence review, and they have already completed much of their work.  At this point, we will only need to conduct confirmatory financial and legal due diligence, which we expect to complete within ten (10) business days following the receipt of diligence information. 

We anticipate funding the transaction with both equity and a modest amount of debt.  Our lenders have already received approvals from their internal investment committees, and each has delivered a “highly confident” letter that specifies the remaining diligence items and timeline necessary to reach a binding commitment.  It is contemplated that binding commitments can be reached ten (10) business days following the receipt of diligence information.  Accounting for the matching rights accorded to Hytera, we believe our contemplated schedule enables the Company to proceed on its current timeline, with the May 29^th shareholder meeting date remaining viable. 

We have reviewed the current arrangement agreement and we are ready to enter into a substantially similar agreement with minimal substantive changes.  Our legal advisors can quickly work alongside McMillan to produce a final arrangement agreement.  Our proposal does not require additional approval outside of what Hytera requires in its arrangement agreement (excluding approvals from the People’s Republic of China), and we do not need any internal approvals.

We are confident that our understanding of the Company and the completion of our advisors’ diligence will enable us to deliver a “Superior Proposal”, without financing or diligence conditions, that provides increased financial consideration to shareholders and is identical in all other material respects to the proposed arrangement with Hytera.  Our arrangement can be completed without undue delay, as there are no material regulatory impediments.  We are committed to completing the arrangement quickly and efficiently, while providing a much more favorable outcome to shareholders and all other stakeholders.

We believe the Company, its employees and its customers would be benefited if Norsat were to remain independently held and forge a collaborative partnership with us.  Our plan is to continue to invest additional capital into the Company to augment its technical capabilities and product breadth, with a goal of building an industry-leading platform.  We have complete confidence in you and the management team you have assembled and sincerely hope that you share our vision.

Best Regards,

Ryan

Ryan Levenson

Privet Fund Management LLC

Principal and Portfolio Manager

79 West Paces Ferry Road

Atlanta, GA 30305